SC 13D/A 1 d491932dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

 

 

Vintage Wine Estates, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92747V 106

(CUSIP Number)

Patrick A. Roney

c/o Vintage Wines Estates, Inc.

937 Tahoe Blvd.

Suite 210

Incline Village, NV 89451

(877) 289-9463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 92747V 106

 

  1    

  NAME OF REPORTING PERSONS

 

  Patrick A. Roney

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  391,776

     8  

  SHARED VOTING POWER

 

  32,760,289 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  391,776

   10  

  SHARED DISPOSITIVE POWER

 

  8,715,935 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  33,152,065 shares (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  51.3% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Patrick A. Roney shares voting power and dispositive power with his wife, Laura G. Roney, over 6,516,072 shares of common stock, no par value per share (“Common Stock”), of Vintage Wine Estates, Inc., a Nevada corporation (“Issuer”), owned by the Patrick A. Roney and Laura G. Roney Trust. Mr. Roney also is co-trustee (with Darrell D. Swank and Steven Kay) of 2,199,863 shares of Common Stock owned by the SLR Non-Exempt Trust UAD 4/21/2018. In his capacity as the Roney Representative (as defined herein) under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by these trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023 and (ii) 5,333,336 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement.

 

2


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Bespoke Sponsor Capital LP

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  32,760,289 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  9,333,339

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  32,760,289 shares (1)

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  50.7% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

Mark W.B. Harms shares voting and dispositive power over the 4,000,003 shares of Common Stock and 5,333,336 warrants to purchase shares of Common Stock owned by Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023 and (ii) 5,333,336 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP.

 

3


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  7,600,117 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  7,600,117

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,600,117 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  12.8% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

4


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  SLR Non-Exempt Trust UAD 4/21/2018

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Kansas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  2,199,863 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  2,199,863

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,199,863 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  3.7% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

5


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Patrick A. Roney and Laura G. Roney Trust

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  6,516,072 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  6,516,072

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,516,072 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  11.0% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

6


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sean Roney

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  423,729 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  423,729

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  423,729 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.7% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sean Roney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

7


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sonoma Brands II, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  684,881 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  684,881

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  684,881 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

8


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sonoma Brands II Select, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  39,350 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  39,350

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  39,350 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.07% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II Select, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

9


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sonoma Brands VWE Co-Invest, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  410,715 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  410,715

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  410,715 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☒

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.7% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands VWE Co-Invest, L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

10


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Linda Butler

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  139,525 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  139,525

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  139,525 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Linda Butler and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

11


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Ron Coleman

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  372,387 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  372,387

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  372,387 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.6% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Ron Coleman and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

12


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Vicki Daigneault

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  6,185 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  6,185

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,185 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.01% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Vicki Daigneault and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

13


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Marco DiGiulio

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  244,841 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  244,841

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  244,841 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.4% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Marco DiGiulio and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

14


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Michell Ruggirello

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  5,285 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  5,285

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,285 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.009% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Michell Ruggirello and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

15


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Anne Stewart

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  771,828 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  771,828

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  771,828 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.3% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Anne Stewart and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

16


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Chuck Sweeney

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  663,187 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  663,187

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  663,187 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.1% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Chuck Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

17


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Nell Sweeney

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  663,187 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  663,187

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  663,187 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.1% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Nell Sweeney and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

18


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Jeff Kunde

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  386,871 (1)

     8  

  SHARED VOTING POWER

 

  131,028 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  386,871 (1)

   10  

  SHARED DISPOSITIVE POWER

 

  131,028 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  517,899 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.9% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Jeff Kunde has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #1, the A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde and the Voting Trust FBO Jeff Kunde U/T Kunde Living Trust and shares voting and dispositive power with Roberta Kunde over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95 (collectively, the “Kunde Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Kunde Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

19


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Marcia Mickelson

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  379,828 (1)

     8  

  SHARED VOTING POWER

 

  138,071 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  379,828 (1)

   10  

  SHARED DISPOSITIVE POWER

 

  138,071 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  517,899 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.9% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Marcia Mickelson has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #3, the A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson and the Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust and shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01 (collectively, the “Mickelson Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Mickelson Trusts and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

20


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Mark W.B. Harms

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  601,207

     8  

  SHARED VOTING POWER

 

  32,760,289

     9  

  SOLE DISPOSITIVE POWER

 

  601,207

   10  

  SHARED DISPOSITIVE POWER

 

  9,333,339

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  33,361,496 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  51.6% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Mark W.B. Harms shares voting and dispositive power over the 4,000,003 shares of Common Stock and 5,333,336 warrants to purchase shares of Common Stock owned by Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023 and (ii) 5,333,336 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP, which shares are deemed to be beneficially owned by the Reporting Person pursuant to the Investor Rights Agreement.

 

21


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Robert L. Berner III

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  601,207

     8  

  SHARED VOTING POWER

 

  0 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  601,207

   10  

  SHARED DISPOSITIVE POWER

 

  0 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  601,207 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.0% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Effective March 31, 2023, Robert L. Berner III (“Mr. Berner”) is no longer a manager member of Bespoke Capital Partners, LLC, the general partner of Bespoke Sponsor Capital LP (the “Sponsor”). As such, Mr. Berner is no longer deemed to have beneficial ownership over the securities owned by the Sponsor. The filing of this Amendment No. 4 represents and constitutes an exit filing for Mr. Berner.

(2)

Reserved.

(3)

Based on (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023 and (ii) 86,109 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Mr. Berner.

 

22


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sonoma Brands II GP, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  1,134,946 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  1,134,946

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,134,946 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.9% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

Sonoma Brands II GP, LLC is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

23


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Sonoma Brands Partners II, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  1,134,946 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  1,134,946

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,134,946 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.9% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

Sonoma Brands Partners II, LLC is the managing member of Sonoma Brands II GP, LLC, which is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

24


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Jonathan Sebastiani

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  70,372

     8  

  SHARED VOTING POWER

 

  1,134,946 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  1,205,318 (1)

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,205,318 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  2.0% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Jonathan Sebastiani has sole voting and dispositive power over the shares of Common Stock owned by Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, however, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

25


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Laura G. Roney

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  6,516,072 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  6,516,072 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,516,072 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  11.0% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Laura G. Roney and her husband, Patrick A. Roney, are co-trustees of the Patrick A. Roney and Laura G. Roney Trust and share voting and dispositive power over the 6,516,072 shares of Common Stock owned by the trust. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

26


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Darrell D. Swank

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  9,799,980 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  9,799,980 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  9,799,980 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.5% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Darrell D. Swank is a co-trustee (with Steven Kay) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Steven Kay) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

27


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Steven Kay

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  9,799,980 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  9,799,980 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  9,799,980 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.5% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Steven Kay is a co-trustee (with Darrell D. Swank) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Darrell D. Swank) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the Rudd Trusts and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

28


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Roberta Kunde

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  131,028 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  131,028 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  131,028 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Roberta Kunde shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

29


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  A & L Kunde Trust #1

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  219,072 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  219,072

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  219,072 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.4% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

30


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  34,699 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  34,699

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  34,699 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.06% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

31


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Voting Trust FBO Jeff Kunde U/T Kunde Living Trust

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  133,100 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  133,100

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  133,100 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

32


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Jeff & Roberta Kunde Living Trust Dated 6-16-95

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  131,028 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  131,028

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  131,028 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

33


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Jim Mickelson

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  138,071 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  138,071 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  138,071 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Jim Mickelson shares voting and dispositive power with Marcia Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

34


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  A & L Kunde Trust #3

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  230,569 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  230,569

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  230,569 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.4% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

35


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  9,114 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  9,114

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  9,114 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.02% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

36


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  140,145 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  140,145

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  140,145 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

37


CUSIP No. 92747V 106

 

  1    

  NAMES OF REPORTING PERSONS

 

  Jim & Marcia Mickelson Living Trust Dated 4-11-01

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  138,071 (1)

     9  

  SOLE DISPOSITIVE POWER

 

  138,071

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  138,071 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.2% (3)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.

(2)

Reserved.

(3)

Based on 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023.

 

38


Item 1. Security and Issuer

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the initial statement on Schedule 13D filed on June 17, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 21, 2022, Amendment No. 2 to Schedule 13D filed on December 21, 2022 and Amendment No. 3 to Schedule 13D filed on January 17, 2023 (“Amendment No. 3” and, as so amended and supplemented, the “Statement”) by the Reporting Persons relating to the common stock, no par value per share (“Common Stock”) of Vintage Wine Estates, Inc., a Nevada corporation (the “Issuer”).

This Amendment is being filed to report that (i) on May 16, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 1,333,331 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Share Distribution”), and (ii) on May 16, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 1,777,776 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Warrant Distribution” and, together with the Share Distribution, the “Distribution”).

Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement.

Item 2. Identity and Background

Item 2 of the Statement is hereby amended to add the following:

On March 31, 2023, Robert L. Berner III resigned from his position as managing member of Bespoke Capital Partners, LLC, the general partner of Bespoke Sponsor Capital LP. In connection with Mr. Berner’s resignation, he is no longer deemed to beneficially own any of the Common Stock owned by Bespoke Sponsor Capital LP. All other information related to Bespoke Sponsor Capital LP set forth in the Statement, as amended, remains the same.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended to add the following:

On May 16, 2023, Bespoke Sponsor Capital LP effected the Share Distribution of an aggregate of 1,333,331 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 and (ii) on May 16, 2023, Bespoke Sponsor Capital LP effected the Warrant Distribution of an aggregate of 1,777,776 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933. As part of the Share Distribution, each of Mark W.B. Harms and Robert L. Berner III received 329,250 shares of Common Stock. As part of the Warrant Distribution, each of Mark W.B. Harms and Robert L. Berner III received 57,407 warrants to purchase shares of Common Stock.

In addition, Mr. Roney acquired 60,000 and 40,000 shares of Common Stock, respectively, on May 16, 2023 and May 17, 2023 in open market purchases, and Mr. Sebastiani acquired 42,300 and 21,000 shares of Common Stock, respectively, on May 19, 2023 and May 23, 2023 in open market purchases.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) of the Statement is hereby amended and restated as follows:

(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by this reference thereto.

Item 2(a) of this Statement, which identifies the Reporting Persons, the Major Investors and the Specified Investors and discloses the voting provisions of the Investor Rights Agreement and the Voting Agreement, is incorporated herein by this reference thereto.

By virtue of the Investor Rights Agreement, the Specified Investors may be deemed to be members of a “group” as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended. The Specified Investors collectively own 32,760,289 shares of Common Stock, or approximately 50.7% of all shares of Common Stock outstanding as of April 30, 2023. The Major Investors collectively own 27,208,066 shares of Common Stock, or approximately 42.1% of all shares of Common Stock outstanding as of that date.

The percentages of beneficial ownership disclosed in this Statement are based on an aggregate of (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, as filed with the SEC on May 10, 2023 and (ii) 5,333,336 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP.

Item 5(c) of the Statement is hereby amended to add the following:

The Reporting Persons have effected the following transactions in Common Stock since the filing of Amendment No. 3.

 

39


Reporting Person

   Date of
Transaction
   Number of
Securities Involved
   Price Per
Share
 

Nature of Transaction

Patrick A. Roney

   May 16, 2022    60,000    $1.167(1)   Open market purchase of Common Stock

Patrick A. Roney

   May 17, 2022    40,000    $1.175(1)   Open market purchase of Common Stock

Mark W.B. Harms

   May 16, 2023    329,250    $0.00   Receipt of shares of Common Stock in the Share Distribution

Mark W.B. Harms

   May 16, 2023    57,407    $0.00   Receipt of warrants to purchase shares of Common Stock in the Warrant Distribution

Mark W.B. Harms

   April 7, 2023    7,072    $0.00   Vesting of restricted stock units (“RSUs”)

Robert L. Berner III

   May 16, 2023    329,250    $0.00   Receipt of shares of Common Stock in the Share Distribution

Robert L. Berner III

   May 16, 2023    57,407    $0.00   Receipt of warrants to purchase shares of Common Stock in the Warrant Distribution

Robert L. Berner III

   April 7, 2023    7,072    $0.00   Vesting of RSUs

Jonathan Sebastiani

   May 19, 2023    42,300    $1.215(1)   Open market purchase of Common Stock

Jonathan Sebastiani

   May 23, 2023    21,000    $1.187(1)   Open market purchase of Common Stock

Jonathan Sebastiani

   April 7, 2023    7,072    $0.00   Vesting of RSUs

 

(1)

Represents a weighted-average price.

Item 5(e) of the Statement is hereby amended and restated as follows:

As of March 31, 2023, Robert L. Berner III ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer.

 

40


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: May 26, 2023

 

MARITAL TRUST D UNDER THE LESLIE G.
RUDD LIVING TRUST U/A/D 3/31/1999, AS
AMENDED
By:  

/s/ Darrell D. Swank

  Darrell D. Swank
  Trustee
By:  

/s/ Steven Kay

  Steven Kay
  Trustee
SLR NON-EXEMPT TRUST UAD 4/21/2018
By:  

/s/ Darrell D. Swank

  Darrell D. Swank
  Trustee
By:  

/s/ Steven Kay

  Steven Kay
  Trustee
By:  

/s/ Patrick A. Roney

  Patrick A. Roney
  Trustee
PATRICK A. RONEY AND LAURA G. RONEY
TRUST
By:  

/s/ Patrick A. Roney

  Patrick A. Roney
  Trustee
By:  

/s/ Laura G. Roney

  Laura G. Roney
  Trustee


BESPOKE SPONSOR CAPITAL LP
By: Bespoke Capital Partners, LLC, its General Partner
By:  

/s/ Mark Harms

  Name: Mark Harms
  Title: Managing Member
SONOMA BRANDS II, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By:  

/s/ Jonathan Sebastiani

  Jonathan Sebastiani
  Managing Member
SONOMA BRANDS II SELECT, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By:  

/s/ Jonathan Sebastiani

  Jonathan Sebastiani
  Managing Member


SONOMA BRANDS VWE CO-INVEST, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By:  

/s/ Jonathan Sebastiani

  Jonathan Sebastiani
  Managing Member
SONOMA BRANDS II GP, LLC
By: Sonoma Brands Partners II, LLC, its managing member
By:  

/s/ Jonathan Sebastiani

  Jonathan Sebastiani
  Managing Member
SONOMA BRANDS PARTNERS II, LLC
By:  

/s/ Jonathan Sebastiani

  Jonathan Sebastiani
  Managing Member


/s/ Patrick A. Roney

Patrick A. Roney

/s/ Laura G. Roney

Laura G. Roney

/s/ Sean Roney

Sean Roney

/s/ Linda Butler

Linda Butler

/s/ Ron Coleman

Ron Coleman

/s/ Vicki Daigneault

Vicki Daigneault

/s/ Marco DiGiulio

Marco DiGiulio

/s/ Michell Ruggirello

Michell Ruggirello

/s/ Anne Stewart

Anne Stewart

/s/ Chuck Sweeney

Chuck Sweeney

/s/ Nell Sweeney

Nell Sweeney


/s/ Jeff Kunde

Jeff Kunde, individually, and as trustee for A & L Kunde Trust #1, for A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde, for Voting Trust FBO Jeff Kunde U/T Kunde Living Trust, and for Jeff & Roberta Kunde Living Trust Dated 6-16-95

/s/ Roberta Kunde

Roberta Kunde, individually, and as trustee for Jeff & Roberta Kunde Living Trust Dated 6-16-95

/s/ Marcia Mickelson

Marcia Mickelson, individually, and as trustee for A & L Kunde Trust #3, for A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson, for Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust, and for Jim & Marcia Mickelson Living Trust Dated 4-11-01

/s/ Jim Mickelson

Jim Mickelson, individually, and as trustee for Jim & Marcia Mickelson Living Trust Dated 4-11-01

/s/ Mark W. B. Harms

Mark W. B. Harms

/s/ Robert L. Berner III

Robert L. Berner III

/s/ Jonathan Sebastiani

Jonathan Sebastiani

/s/ Darrell D. Swank

Darrell D. Swank

/s/ Steven Kay

Steven Kay

 

*By:  

/s/ Patrick A. Roney

  Patrick A. Roney
  Attorney-in-Fact